ADVISORY AGREEMENT FOR FIXED INCOMELongfellow Investment Management Co., LLC
ADVISORY AGREEMENT FOR FIXED INCOME
This AGREEMENT dated the 3rd day of February 2025 by and between City of Clearwater
Employees' Pension Fund (the "Client"), and Longfellow Investment Management Co., LLC, a
Massachusetts Limited Liability Company (the "Advisor").
In consideration of the mutual covenants contained herein, the parties hereto agree as
follows:
1. Appointment of Advisor. Effective on this Agreement date above and until this
appointment is terminated as provided in Section 8 hereof, the Client hereby appoints the Advisor
as agent and attorney-in-fact with full power and authority to act on behalf of the Account (as
hereinafter defined) with respect to managing the investment and reinvestment of all or any portion
of the assets which are from time to time held in the Account together with all other assets which
may be exchanged or substituted therefor or added thereto. The Advisor hereby acknowledges
and agrees to accept such appointment pursuant to the terms and conditions of this Agreement.
2. The Account.
(a) The Client will be responsible for the establishment and maintenance of proper
arrangements regarding the custody of the Securities (as hereinafter defined), cash and other assets
to be managed by the Advisor (such Securities, cash and other assets collectively referred to herein
as the "Account") and the delivery and receipt of such Securities and other assets to the Client's
Custodian and/or Prime Broker. The Advisor shall have no responsibility or liability of any type
or kind with respect to such custody arrangements or the acts, conduct or omissions of the holder
of the Account (the "Custodian"). The Advisor shall not act as custodian for assets of the Account
or take or have possession of any assets of the Account.
(b) The Client hereby authorizes the Advisor, as its agent and attorney-in-fact, to
instruct, from time to time, the Custodian with respect to the Account to deliver or receive any
cash, property, Securities or other assets sold, exchanged or otherwise dealt with or disposed of,
from time to time, and to pay or receive cash for any and all Securities or other assets delivered to
or by the Custodian.
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(c) The Client agrees to furnish the Custodian such authorizations as it and the Advisor
may request to implement the provisions of this Agreement.
3. Advisor's General Authority.
(a) Subject to the restrictions, if any, set forth on Annex A hereto, as amended from
time to time, the Advisor shall have full discretionary authority to make determinations as to:
(i) the purchase, sale, exchange or conversion of, or other transactions in any and
all stocks, bonds, notes, certificates of deposit, interests of participation, options,
futures, evidences of indebtedness, or rights to subscribe to or purchase any of
the foregoing or any other security or asset, including cash held for investment
(any one of the foregoing referred to herein as a "Security" or collectively as the
"Securities");
(ii) which Securities or other assets are to be bought or sold;
(iii) where Securities or other assets are to be bought or sold and the total
amount of Securities or other assets to be bought or sold for the Account; all
without obtaining the prior consent of the Client or consulting with the Client
prior to effecting any of the foregoing.
(b) The Advisor will use its best efforts to select investments on the basis of the
Advisor's judgment of their possibilities for achieving the investment objectives as set forth on
Annex A. In selecting investments, the Advisor will consider factors it deems relevant, including,
but not limited to, the investment objectives as set forth on Annex A, and the nature and character
of the Securities to be purchased or sold. The Advisor warrants that all actions taken in the exercise
of the power herein granted shall be taken with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent man acting in like capacity and familiar with such
matters would use in like situations.
(c) The Client hereby authorizes the Advisor, as its agent and attorney-in-fact, to issue
broker instructions, to purchase, sell and otherwise trade in and deal with, any Security, cash, or
other asset in the Account for the account of and risk of the Client and generally to perform the
services described in this Agreement. The Advisor is authorized so to act for the Client, in its sole
discretion, with respect to any transaction without prior consultation with the Client.
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(d) The Advisor shall have full and complete discretion to establish and execute
portfolio transaction orders with one or more securities broker/dealer firms, including those which
may have, from time to time, furnished the Advisor directly or indirectly, statistical and investment
research information and other services.
(e) The Client agrees to furnish the brokers such authorizations as they, the Advisor,
or such brokers may request to implement the provisions of this Agreement.
(f) The Advisor shall not be responsible for any action or inaction taken by any broker
or dealer, or any loss incurred by reason of any action or inaction of any broker or dealer.
(g) The Client hereby agrees that the Advisor's authority shall not be impaired, nor
shall the Advisor be liable to the Client, because of the fact that the Advisor may effect transactions
with respect to the Client's Account which are similar to or different from transactions effected for
any other account which the Advisor manages, whether or not such transactions are effected at the
same or different times.
(h) The Advisor agrees that it is a fiduciary with regard to Client's investment pursuant
to the provisions of Florida Statute Section 112.656.
4. Reports. The Advisor will provide the Client as soon as practicable after the end of
each calendar month with a report of the Account as of the last day of such calendar month on
which the New York Stock Exchange is open for trading (the "Report Date"). Such report shall
include a written schedule of assets held in the Account on the Report Date and a report of all
transactions effected for the Account by the Advisor during the preceding calendar month.
5. Compensation to Advisor. The Client will pay to the Advisor, as full compensation
for services rendered hereunder, a quarterly fee. The amount of the fee shall be computed as
provided in the fee schedule set forth in the letter agreement (Annex B) hereto, which fee shall be
amended from time to time by written agreement of the Client and the Advisor and which fee
schedule, as amended, shall be part of this Agreement for all purposes as if included herein.
6. Representations and Warranties hy Advisor to Client.
(a) The Advisor represents that it is duly registered as an investment adviser with the
Securities and Exchange Commission pursuant to the Investment Advisers Act of 1940 (the
"Advisers Act"), as amended; and
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(b) The Advisor has the authority, and has received all necessary consents,
authorizations and other permissions necessary to enter into this Agreement and perform the
services described in this Agreement as contemplated herein.
(c) The information in its Form ADV on file with the Investment Adviser Registration
Depository is true, correct, and complete and not misleading.
For so long as the Advisor is performing such services as described in this Agreement,
the Advisor shall notify Client immediately if at any time any of such representations and
warranties in this Section 6 is no longer true and correct or, with the passing of time, no longer
would be true or correct, in any material respect.
7. Representations and Warranties ll Client to Advisor.
(a) The Client represents and agrees that the terms hereof do not violate any obligation
by which the Client is bound, whether arising by contract, operation of law or otherwise, and, if
the Client is a corporation or trust that:
(b) This Agreement has been duly authorized by appropriate action and when so
executed and delivered will be binding upon the Client in accordance with its terms;
(c) Client will deliver to the Advisor such evidence of such authority as the Advisor
may reasonably require, whether by way of a certified resolution or otherwise;
(d) Client represents and warrants that Client is a "qualified institutional buyer" (as
defined in Rule 144A under the Securities Act).
(e) Client represents and warrants that Client is not (i) a person or entity named on
the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury
Department's Office of Foreign Assets Control ("OFAC") or in any Executive Order issued by the
President of the United States and administered by OFAC ("OFAC List"), or a person or entity
prohibited by any OFAC sanctions program. (ii) a Designated National as defined in the Code of
Federal Regulations, Part 515 of Title 31 or (iii) a non -U.S. shell bank or providing banking
services indirectly to a non -U.S. shell bank (collectively, a "Prohibited Client"). Client agrees to
provide law enforcement agencies, if requested thereby, such records as required by applicable
law, provided that Client is permitted to do so under applicable law. Client represents that if it is a
financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the "BSA"),
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as amended by the USA PATRIOT Act of 2001 (the "PATRIOT Act"), and its implementing
regulations (collectively, the "BSA/PATRIOT Act"), that Client maintains policies and procedures
reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act.
(0 Client is not (A) an employee benefit plan, as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), subject to Title I of
ERISA, a "plan," as defined in Section 4975(d)(1) of the Internal Revenue Code of 1986, as
amended (the "Code"), or subject to a statute, regulation, procedure, or restriction that is materially
similar to Section 406 of ERISA or Section 4975 of the Code or that contains any prohibition
against, limitation upon or requirement for, the provision of services under this Agreement (an
"ERISA Plan"), (B) a person the assets of whom constitute assets of an ERISA Plan, or (C) a
person acting on behalf of an ERISA Plan. For so long as the Advisor is performing such services
as described in this Agreement, Client shall notify the Advisor immediately if at any time any of
such representations and warranties in this Section 7 is no longer true and correct or, with the
passing of time, no longer would be true or correct, in any material respect.
8. Termination. This Agreement may be terminated on not less than 30 days' written
notice given by either party to the other by a nationally recognized next day courier service,
registered or certified mail, return receipt requested, or electronically delivered to the parties
referenced in Section 10. Such termination shall be without the payment of any penalty and
without liability of either party to the other, except that the Client shall remain liable for any
accrued but unpaid compensation due to the Advisor.
9. Other Agreements and Obligations.
(a) It is understood that the Advisor, and its members may have:
(i) advisory or other contracts with other individuals, corporations, charitable
institutions, trust accounts, pension and profit-sharing plans, partnerships, and
other organizations, and
(ii) perform investment advisory or supervisory services for such individuals,
corporations, charitable institutions, trust accounts, pension and profit-sharing
plans, partnerships, and other organizations.
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(b) The Client agrees that the Advisor and its members may give advice and take action
in the performance of their respective duties with respect to any of their other clients which may
differ from or may be similar to (in timing or nature or otherwise) advice given or action taken
with respect to the Account. It is understood that, in some instances, this practice could result in
a detrimental effect on the price or volume at which a transaction in a Security may be affected for
the Client's Account.
(c) Nothing in this Agreement shall be deemed to confer upon the Advisor any
obligation to purchase or sell or to recommend for purchase or sale, or not to purchase or sell, or
not to recommend for purchase or sale, for the Account a position in any Security or other asset
which the Advisor or any of its members may purchase or sell for its, or their own accounts, or for
the accounts of other clients.
10. Notices. Any notices, instructions or other communications required or
contemplated by this Agreement, except notices of termination which must be communicated as
provided in Section 8 hereof, shall be deemed to have been properly given if sent (i) by a nationally
recognized next day courier service, (ii) by first class, registered or certified mail, postage prepaid,
(iii) by facsimile or (iv) by electronic mail to the address of the party specified in this Agreement
or such other address as either party may specify in writing. Such communications may include
account statements, account activity reports and other Client financial information, and
information the Advisor is required by law to deliver to Client. Client acknowledges the Advisor
cannot guarantee the integrity, confidentiality or security of any information sent to Client by
electronic mail or other form of electronic communication, notwithstanding any reasonable
precautions taken by Advisor or any person acting on its behalf or at its direction.
All such communications to the Client shall be addressed as follows:
Jay Ravins
City of Clearwater
Municipal Services Building, 3rd Floor
100 S. Myrtle Ave.
Clearwater, Florida 33756
Jay.Ravins@myClearwater.com
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All such communications to the Advisor shall be addressed as follows:
Nicole M. Tremblay, Esq., General Counsel
Longfellow Investment Management Co., LLC
125 High Street, Suite 832
Boston, MA 02110
NMT(a,LongfellowIM.com
Either party hereto may by written notice designate a different address.
11. Limitation of Liability, Actions.
(a) In no event shall the Advisor be liable for any action performed or omitted to be
performed or for any errors of judgment in connection with the management of the Account or the
transactions contemplated by this Agreement, except that the Advisor may be held liable to the
extent such liability arises as a result of grog negligence or malfeasance or violation of applicable
law by the Advisor.
(b) The Client hereby further agrees that, in connection with the management of the
Account or otherwise in connection with the transactions contemplated by this Agreement,
(i) No partner, officer, director, employee, or agent of the Advisor shall be
subject to any personal liability whatsoever to the client, except only
liability arising from grass negligence or malfeasance or violation of
applicable law; and
(ii) No shareholder in a partner, limited partner, or other affiliate of the
Advisor shall be subject to any liability whatsoever to the Client. Except as
expressly provided in clause (i) of the foregoing sentence, the Client shall
look solely to the Advisor for satisfaction of claims or judgments of any
nature arising in connection with the management of the Account or the
transactions contemplated by this Agreement.
(c) Nothing in this Agreement shall in any way constitute a waiver or limitation of
any rights which the Client may have under state or federal securities laws, to the extent such rights
may not be effectively waived or limited.
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(d) This Section 11 shall survive any termination of this Agreement.
12. Confidentiality. The Advisor shall not disclose to any person, other than as
referenced in Section 16, any information that it receives from Client or on Client's behalf in
connection with this Agreement or its management of the Account, or that it provides to Client
and relates solely to the Account. Client shall not disclose to any person any investment advice or
other information provided to Client by Advisor, and Client shall not use any such advice or
information other than with respect to the Account. Notwithstanding the foregoing, (a) no party
is required to keep confidential any information that (i) does not relate specifically or exclusively
to Client or the Account or (ii) the party receives from a third person and without an obligation to
maintain it in confidence, other than from the custodian of the Account or as a direct or indirect
result of the disclosure of such information by such party, and (b) either party may disclose any
advice or other information that it is otherwise prohibited from disclosing pursuant to this Section
12 to (i) any person who provides advice or other services to such party and is subject to hold such
advice or other information in confidence, (ii) any governmental, regulatory, or self-regulatory
authority pursuant to any formal or informal request, and (iii) any person two years after
termination of this Agreement. This Section 12 shall survive any termination of this Agreement.
The Advisor acknowledges that the Client is subject to Florida Statutes § 119.0701 (the
"Public Records Statute"), the Advisor on its own behalf and on behalf of the limited
liability company agrees to use commercially reasonable efforts to assist the Client in
complying with a request for any public records in accordance with such statute. While the
Advisor does not acknowledge that the Advisor is a "contractor" (as such term is defined
in the Public Records Statute), the Advisor agrees to include the following provisions to
the extent it is ultimately determined that the Advisor is determined to be a "contractor."
To the extent, and only to the extent, it is determined that the Advisor is a "contractor" (as
such term is used in the Public Records Statute), the Advisor agrees to the following
provisions that are required by the Public Records Statute:
i. Keep and maintain public records required by the Client to perform
the service.
ii. Upon request from the Client or its public records custodian, provide
the Client with a copy of the requested records or allow the records
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to be inspected or copied within a reasonable time at a cost that does
not exceed the cost provided in this chapter or as otherwise provided
by law.
iii. Ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except
as authorized by law for the duration of the Agreement term and
following completion of the Agreement if the Advisor, as applicable,
does not transfer the records to the public agency.
iv. Upon completion of the Agreement (i) transfer, at no cost, to Client
all public records in possession of the Advisor, (ii) or keep and
maintain public records required by the Client to perform the services
or to the extent reasonably necessary to satisfy any applicable legal
or regulatory requirements or document retention policies. If the
Advisor transfers all public records to the Client upon completion of
the Agreement, the Advisor, as applicable, shall destroy any
duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements to the extent such
records are no longer subject to any applicable legal or regulatory
requirements or document retention policies. If the Advisor keeps
and maintains public records upon completion of the Agreement, the
Advisor shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to Client,
upon request from the Client or its public records custodian, in a
format that is compatible with the information technology systems of
the Client. To the extent the public records cannot reasonably be
returned, such as firm electronic mail back-up records, back-up
server tapes and any similar automated recordkeeping or retentions
system, the Advisor will continue to be bound by obligations of
confidentiality and other obligations hereunder.
13. Execution Counterparts. This Agreement may be executed in duplicate counterparts,
each of which shall be considered as an original.
14. Receipt by Client of Advisor's Regulatory Documents. The Client acknowledges
receipt of the written disclosure statement of the Advisor (Part 2A and Part 2B, as required of the
Advisor's Form ADV) required by Rule 204-3 under the Investment Advisers Act not later than
48 hours prior to the time at which this Agreement was entered into; and that they have read,
understood and consent to any conflicts of interest disclosed in the Advisor's Form ADV, as may
be amended from time to time.
15. Proxies. The Advisor shall vote all proxy statements related to the Securities in
the Account.
16. Use of Client Name. Advisor may periodically use the name City of Clearwater
Employees' Pension Fund on a list of representative clients made available to existing clients,
investment consultants/advisors and institutional prospects. The listing would be disclosed as
follows and would include no additional information: City of Clearwater Employees' Pension
Fund. The following disclaimer shall also be included with representative client lists: "It is not
known whether the listed clients approve or disapprove of Longfellow Investment Management
Co., LLC or the services provided."
17. Amendment. This Agreement, including any Appendices referred herein may not be
amended, except as agreed in writing by the parties hereto; provided, that Client shall have agreed
to an amendment of this Agreement if Advisor sends written notice of a proposed amendment to
Client in accordance with Section 10 of this Agreement and Client fails to respond to the notice in
writing within 30 days of the first date that the proposed amendment was sent.
18. Assignment. No assignment of this Agreement shall be made by the Advisor without
the consent of the Client. Client may not assign this Agreement, except upon 30 days' prior written
notice to Advisor. For the purposes of this Section 18, "assignment" shall have the same meaning
as that term is given in Section 202(a)(1) of the Advisers Act.
19. Ownership Changes. The Advisor will notify the Client of any changes in the Members
of the Advisor within a reasonable time after such change occurs.
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20. Governing Law. This Agreement shall be construed, and the rights and obligations of
the parties hereunder enforced in accordance with the laws of the State of Florida. Jurisdiction
and venue shall be in the Florida State 13th Circuit Court with jurisdiction in Hillsborough County,
or the United States District for the Middle District of Florida, Tampa Division.
21. Headings for Reference Only. Headings preceding the text and sections of this
Agreement have been inserted solely for convenience of reference and shall not be construed to
affect its meaning, construction, or effect.
22. Entire Agreement. This Agreement, including the Appendices, is the entire agreement
between the parties, and it supersedes all prior negotiations, correspondence, agreements, and
understandings between the parties relating to the subject matter hereof.
23. Compliance with Florida Statutes, Section 112.662. The Advisor, on its own behalf
and on behalf of the limited liability company, acknowledges that it has been provided with a copy
of Florida Statutes, Section 112.662, which prohibits voting of proxies for reasons other than the
pecuniary gain for the Client. To the extent the Partnership's investments require voting of proxies,
the Advisor, upon the Client's written request, will, once a year, advise the Client in writing, that
it has complied with the provisions of this statute to the best of its knowledge and belief.
24. E -Verify System. The Advisor acknowledges that the Client is subject to Florida
Statutes 448.095 (the "E -Verify Statute"). The Advisor represents and warrants that it shall comply
with the provisions of Florida Statutes 448.095
25. Pursuant to Florida Statutes Section 287.138 (Foreign Countries of Concern), and
only to the extent required thereby, the Advisor confirms that: (i) the Advisor is not a "company
of concern"; (ii) the Advisor is not owned by a government of a foreign country of concern; (iii)
no government of a foreign country of concern has a controlling interest in the Advisor; and (iv)
the Advisor is not organized under the laws of or has its principal place of business in a foreign
country of concern.
26. Pursuant to Florida Statutes Section 787.06(13), and only to the extent required
thereby, the Advisor hereby represents that it does not use "coercion for labor or services" as
defined and described therein.
[Reminder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto set their hands as of the date first above written.
Longfellow Investment Management Co., LLC
By:
Michelle Martin
Chief Administrative Officer
Client: City of Clearwater Employees' Pension Fund
By: SEE ATTACHED SIGNATURE PAGE
(IMA v9/2024)
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Countersigned:
Bruce Rect
Chair, Pensi
es
Approved as to form:
74/ei
David Margolis
City Attorney
CITY OF CLEARWATER, FLORIDA
By:
Je ni -r ' oirrier
City Manager
Rosemarie CaII
City Clerk
ANNEX A
INVESTMENT OBJECTIVES & GUIDELINES FOR
CITY OF CLEARWATER EMPLOYEES' PENSION FUND
Account Managed by Longfellow Investment Management Co., LLC ("LIM")
The Client has appointed the Advisor to invest the assets of the Account utilizing the
Advisor's Fixed Income investment approach. The applicable investment objectives, guidelines
and restrictions are as outlined in the Client's Portfolio Investment Policy Document. The Client
shall provide written notice to Advisor in the event Client changes its investment objectives,
guidelines and/or restrictions from those set forth in the document.
The Client understands and is willing to accept the risks involved in seeking to achieve the
stated investment objectives and further understands that there can be no assurance as to what
extent these investment objectives will be achieved.
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ANNEX B
ADVISORY FEE AGREEMENT FOR
CITY OF CLEARWATER EMPLOYEES' PENSION FUND
As provided for in article 5. Compensation to Advisor of the Advisory Agreement dated
the 3rd day of February 2025, by and between Longfellow Investment Management Co., LLC (the
"Advisor") and City of Clearwater Employees' Pension Fund (the "Client"), the Client will pay to
the Advisor a fee calculated and payable as follows.
The fee shall be calculated based on the assets under management ("AUM") in the
Account, as determined in good faith by the Advisor, on the last day of the calendar quarter. AUM
includes the fair market value of the assets in the Account, accrued interest, cash, and cash
equivalents.
The AUM will be adjusted for contributions and withdrawals made during the quarter,
including the initial contribution. The day weighted proration of each contribution or withdrawal
amount will be subtracted from or added to the AUM to determine the adjusted-AUM for
invoicing, prior to applying the fee schedule.
The fee is calculated and invoiced quarterly in arrears and payable within 15 days of
receipt.
The fee schedule represents annualized rates. Quarterly fees are computed by applying the
adjusted-AUM to the fee schedule and dividing the resulting amount by four.
Fee Schedule
Rate
AUM
0.300%
on the first
35,000,000
0.250%
on the next
35,000,000
0.150%
on the next
50,000,000
0.135%
on the balance
Rate
Small Account*
AUM
0.350%
less than
25,000,000
* The small Account rate applies when the AUM
is below the indicated minimum.
Account Minimum: $10 million
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